Transferred Collateral. (a) At the applicable Effective Time, at the direction of the Agent (which shall be deemed to have been given hereunder automatically and immediately at the applicable Effective Time), subject to the satisfaction or waiver (in writing) of the conditions precedent to the applicable Closing set forth in Section 3, (i) the applicable Debtor shall assign, transfer and deliver to NewCo, and (ii) NewCo shall acquire and take assignment and delivery, in each case, in accordance with this Agreement, the Credit Agreement and the other Loan Documents of the Debtors’ right, title and interest in and to the Applicable Transferred Collateral (as defined below), in connection with the applicable Strict Foreclosure. Notwithstanding the foregoing, no Strict Foreclosure shall apply to any of the Debtors’ right, title and interest in and to: (A) the real property located at 000 Xxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx, 06795 held by Theraplant, together with (to the extent of Theraplant’s interest therein) all improvements, facilities, fixtures and appurtenances thereto and all rights in respect thereof and all servitudes, easements, rights-of-way, and other surface use agreements and water use agreements, if any, related thereto (the “CT Real Property”), it being acknowledged and agreed that, following the date of this Agreement, Theraplant and NewCo will enter into a mutually acceptable stipulation for a strict foreclosure of the CT Real Property (the “CT Real Property Foreclosure”) in full satisfaction of the CT Real Property Obligations with a deficiency judgement against the Debtors, in certain mutually agreed scenarios; provided that such stipulation shall not be filed with the Connecticut Superior Court for the Judicial District of Waterbury at Waterbury by NewCo prior to the date that is one (1) business day following receipt of the approvals set forth on Schedule 4.2; (B) any tax refunds with respect to the Transferred Collateral or the Debtors that relate to a taxable period ending on or before the Transaction Closing Date except to the extent set forth in the Tax Funding Agreement; (C) any “Excluded Assets” as defined in the Collateral Agreement; and (D) the assets of the Debtors set forth on Schedule 1.1(a) (collectively, the foregoing (A)-(D), the “Excluded Collateral”), and such Excluded Collateral shall in no event be included in the Transferred Collateral and, immediately following the Transaction Closing, shall remain property of the Debtors. For purposes her...
Transferred Collateral. Notwithstanding anything to the contrary in the Strict Foreclosure Agreement, the following assets of Holdings shall constitute Excluded Collateral for all purposes under the Strict Foreclosure Agreement and such Excluded Collateral (including (A) and (B)) shall in no event be included in the Transferred Collateral and, immediately following the Holdings Closing, shall remain property of the Debtors: (A) 100% of the shares of common stock of TH held by Holdings; (B) 100% of the limited liability company interests of Theraplant owned by Holdings.
Transferred Collateral. (a) The Transferred Collateral to which this Transfer Supplement applies is described on Schedule A hereto.
(b) Transfer Date: [_____].
(c) Value of Transferred Collateral: $[_____].
(d) Form of Collateral instrument attached.
Transferred Collateral. Fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transferred Collateral. (UCC §9-325) With regard to transferred collateral, the problem arises where a debtor grants a security interest in the collateral, then transfers the collateral outside the ordinary course of business to another. The UCC establishes the general rule that the security interest granted by the transferor debtor has priority so long as the transferee debtor acquired the collateral subject to the perfected security interest granted by the transferor debtor and there is no period thereafter where the security interest by the transferor debtor goes unperfected.
Transferred Collateral. The Company shall, and shall cause any and all of its direct and indirect Subsidiaries from and after the Closing Date, subject to the provisions of the Partial Strict Foreclosure Agreement and the other Transactions Documents, to not knowingly take any action inconsistent with the absolute ownership, possession, control, and quiet enjoyment of all Transferred Collateral by Ultimate Parent as provided under the Partial Strict Foreclosure Agreement. If the Company shall become aware that any of its direct and indirect Subsidiaries in existence from and after the Closing Date have taken any action inconsistent with the absolute ownership, possession, control, and quiet enjoyment of all Transferred Collateral by Ultimate Parent as provided under the Partial Strict Foreclosure Agreement, then the Company shall cause such Subsidiary to promptly end such action and take remedial actions, if any, required to correct such action.
Transferred Collateral. The Transferred Collateral has been owned by Xxxxx since 1987 and has been pledged to LCH to secure obligations under the Notes and the Rangeview Water Rights Agreement (the “LCH Lien”) since 1989. Xxxxx owns the Transferred Collateral, free and clear of any lien, encumbrance, pledge, option, charge or assessment of any kind, other than the LCH Lien. The Transferred Collateral, when delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions set forth under applicable federal and state securities laws.
Transferred Collateral. 000 shares of common stock representing 100% of the issued and outstanding capital stock of Westport Energy Acquisition, Inc. (Certificate Number WEA 001)* owned by Westport Energy Holdings Inc.
Transferred Collateral. Upon the terms and conditions set forth herein, Agent hereby consents to the transfer of the applicable Transferred Collateral to the applicable Buyer in connection with the Sales free and clear of its Lien therein. Dealers and Guarantors hereby acknowledge and agree that the Transferred Collateral does not constitute all or substantially all of the Collateral. In connection with such consent, Agent agrees to release its Liens on the Transferred Collateral.
Transferred Collateral. If, in connection with Transaction Porting, credits or debits occur in the Client Account in respect of collateral assets attributable to Client (or the relevant CM/CCP Transactions), then the Credit Support Balance in respect of which Clearing Member is Transferee will be deemed to be adjusted by either adding any such collateral assets credited to the relevant Client Account or removing any such collateral assets debited from the relevant Client Account. Where the relevant Client Account is an omnibus account then the adjustment required to the Credit Support Balance as a result of the Transaction Porting will be determined on the basis of any credits or debits that would have occurred in the Client Account if only collateral assets attributable to Client (or the relevant CM/CCP Transactions) were recorded in the relevant account.
